On July 11, 2019 Delcath Systems, Inc. ("Delcath," the "Company", "we", "our" or "us") (OTCPK: DCTH) reported that it has entered into a definitive agreement for gross proceeds of approximately $20 million at a combined price of $1,000 per Unit (Press release, Delcath Systems, JUL 11, 2019, View Source;p=RssLanding&cat=news&id=2403505 [SID1234537498]). Each Unit consists of one preferred share initially convertible into 16,667 shares of common stock at an initial conversion price of $0.06 per share and a common stock purchase warrant. Each whole warrant entitles the holder to purchase one share of common stock at an initial exercise price of $0.06 for a period of five years from the date of the Company’s anticipated reverse stock split.
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Roth Capital Partners is acting as the sole placement agent for the offering. After the placement agent fees and estimated offering expenses payable by the Company, the Company expects to receive net proceeds of approximately $18.35 million. The offering is expected to close on July 15, 2019, subject to customary closing conditions.
The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended or applicable under state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-1 with the Securities and Exchange Commission by August 21, 2019 for purposes of registering the resale of the shares of common stock issuable upon conversion of the preferred shares and upon exercise of the warrants issued in the private placement.
This notice does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be by means of a prospectus.